The Mock 10
by tophphan
Summary: Ben Tennyson finds the omnitrix, though it has different but familiar aliens. Read as he, Grandpa and Todd face new and exciting villains. WARNING: some lemon. i do not own Ben 10, or any of the cartoons referenced, in any way
1. The Mock 10

Ben 10 alternate universe

"The Mock 10"

Ben Tennyson's older, but looks more like he does in the original series.

He's also young enough to still enjoy summer vacation with his grandpa.

Gwen doesn't come, because she's a bitch, and I don't like her.

Well, anyways, Ben and grandpa are at some forested area.

Ben decides to walk through the woods, for some unspecific reason, and discovers the omnitrix.

"What the hell?" Ben exclaims, "Why won't this thing come off?"

Ben accidentally activates the omnitrix.

He then realizes that the watch has disappeared, that his hands are now gloved, and three-fingered. "Huh?" Ben was becoming really confused.

His voice was different, and so was the color of his skin.

"Grandpa!" Ben yelled, running back to the RV.

Max looks up, and sees the Irken invader running out the woods.

"Grandpa, it's me, Ben," said the red-eyed alien.

Max loosened his grip on the standard-issue plumber gun.

"What happened to you, Ben? You're an alien!"

"An alien?" repeated Ben.

"Eh… what else would it be?" replied Grandpa.

He believed this to be true enough, with his green skin, red eyes, and antennae.

There was a flash of red light, and Ben had become himself again.

Max stared at the omnitrix, amazed that it was on Ben's wrist.

"That alien felt like an invader, as if its species conquered worlds," Ben said,

"I don't know why I felt like that, like an invader, instinct I guess."

"Yeah…" answered Grandpa, still awestruck apparently.

"I'm going to go see what else this thing can do," Ben said, pointing to the omnitrix.

The high-tech alien watch didn't work when it was red, Ben found out.

It blinked green, and Ben dialed through its choices.

Ten, Ben counted ten different aliens he could turn into.

"Hmm…" Ben chose the silhouette of a brawny-looking, clawed alien.

He slapped down on the omnitrix, and there was a flash of green light.

This alien had rows of sharp teeth, and a long tongue.

Its body structure seemed to be made of a black, gooey substance.

With concentration, multiple spikes burst out of Ben.

This technique seemed that it could be used defensive, or offensively.

"Cool," Ben exclaimed, "let'sss tessst hisss ssstrength."

Ben was mildly annoyed by this alien's speech impediment, but the alien's strength made of for it, as he uprooted a tree and threw it deeper into the forest.

A string of black web shot out of his wrist, gluing a squirrel to a tree.

Ben wanted to name this alien.

He thought of the thick, green saliva pouring off his elongated tongue.

It reminded him of a poison, more like venom…

Ben then incorporated his own name into this alien's nickname, thus creating "Benum".

Grandpa Max had been in deep thought, not his usual thoughts, but plumber thoughts.

His grandson had found the all-powerful omnitrix; no doubt Vilgax would be after it.

Benum walked into the Rust bucket, where Grandpa sat thinking.

"Hey Grampsss, look at me! I've decided to call thisss guy, Benum.

I think I'm gonna call the other one, Invader."

"Yeah, that's nice, Ben." Grandpa was too busy worrying to talk.

Red light flashed, and Ben stood there, sort of mad at his grandpa.

"What's wrong Grandpa? Why're you ignoring me?" Ben interrogated.

"Oh, sorry Ben. There's just a lot on my mind…" Grandpa trailed off.

Ben turned on the radio, listening to Sum 41, when the song was interrupted by a broadcast announcement. There was a huge robot attacking a campsite.

Grandpa, whose ears had perked up at the warning, went to the wheel of the RV.

"That campsite's not far from here," Grandpa stated, "let's go."

They arrived at the campsite, where people ran screaming, and multiple campers were on fire. The huge robot stood there in the destruction, as if waiting for Ben.

"Go get im, Ben." Grandpa told his grandson.

"Alright," said Ben, dialing through the omnitrix, "it's hero time."

There was a flash of green light, and in Ben's place stood a Tamaranean.

Green, fire-resembling energy flickered in this orange-skinned humanoid's hand.

Now what should I call him thought Ben, observing the galactic flame.

"Star Fire!" he shouted, right before he flew out of the Rust bucket.

He floated there, in mid air, as if waiting for the big android to do something.

The robot analyzed Star Fire, seeing as it was the user of the omnitrix, began attacking.

The machine shot out lazers at Star Fire, who gracefully flew through the air, dodging the attacks.

Ben, ready to fight, shot out bolts of that green, fire-like energy at the giant robot.

"Come on, mother fucker!" Star Fire exclaimed; Ben was pumped.

The robot, recovering from Ben's attacks, started swinging its arms at the orange alien.

Star Fire dodged the mechanical arm, and then shot a powerful star bolt at the robot.

The bolt hit its joint, where the arm attached, and the robot's arm broke off.

"Yeah, I'm bad!" Ben had become overjoyed, and full of adrenalin.

He circled around the robot, proceeding to the back of its head.

Ben discovered Star Fire's super-human strength, when he was able to pierce the robot's armor.

Star Fire's fist, now deep in the robot's head, alit with green flame.

The flame got fiercer, more powerful, until it became explosive.

The huge robot's head had been reduced to a smoking heap, which caused the robot to deactivate, and its bulky body fell to the ground.

Star Fire flew into the Rust bucket, there was a flash of red light, and Ben sat comfortably in the passenger seat. "Good job, Ben" Grandpa said.

Ben continued to talk about how he'd 'kicked that robot's ass' as they drove along, into the night.


	2. Animo Crossing

Ben 10 alternate universe

"Animo, you cheap whore" chapter 2

Ben had gotten little sleep that night.

He had, after all, just found the omnitrix yesterday.

When Grandpa awoke, a grey, bulbous-headed alien was eating donuts and playing a video game.

"I'm not sure about this one," Ben said, "but he likes junk food an' he isn't bad at Sumo Slammers."

"Ben, are you sure it's wise to be playing with that thing?" scolded Grandpa, referring to the omnitrix.

"Oh, come on Grandpa. I'm just having some fun."

Red light flashed and there Ben sat, the game controller in one hand, a half-eaten donut in the other.

"I think I'll call him Grey." Ben declared.

Grandpa started up the RV, and they started down the road again.

They'd be arriving at Todd's house soon.

Todd Maplewood was Ben's close friend, if not closest friend.

He'd first met Todd a few years ago, when he and his bitchy cousin, Gwen, had visited Todd's farm.

Todd'll be joining Ben and Grandpa on their summer vacation; Ben was stoked.

Ben was singing to the All American Rejects ("hope it gives you hell") when they pulled up to Todd's house.

Beep Beep went the Rust bucket's horn, and not long afterwards, Todd came stumbling out of his front door.

A smile stretched across Ben's face.

He had an almost giddy, excited-school-girl-like feeling.

Ben ran out of the RV to greet his friend, with a high-five and a hug.

"Hey buddy," Todd said, "haven't seen you in a blue moon."

Ben helped Todd with his belongings, dragging them into the Rust bucket.

"Hey, Grandpa," said Todd, rushing over to greet the old man.

Max wasn't Todd's grandpa, but he called him so anyways.

Grandpa pulled out of the driveway, and up the road they went.

Ben and Todd were in deep conversation.

Grandpa pulled into a supermarket's parking lot, "I'm going in here real quick," Gramps explained, "you boys want anything?"

"No thanks," replied Todd.

"Um… Sumo Slammers cereal," Ben said, "…and donuts."

Grandpa stepped out the Rust bucket, and started towards the store.

Conversation had stopped; they only sat there, staring into each other's eyes.

Alone at last they thought, a seductive smile spread across both their faces.

Their time together was short, as Grandpa burst into the RV.

"Come on, Ben," Grandpa said, "there's trouble."

Grandpa ran out of the Rust bucket, Ben right behind him, and Todd after Ben.

Ben dialed through his watch, and simply picked an alien at random.

Luckily Ben hadn't picked a fluke, like Grey, but one of his strongest.

This alien roughly resembled a green koala.

Ben ran into the store, not expecting a mutated, oversized hamster.

The hamster charged at Ben, who jumped up and over the beast.

The hamster turned, going after the koala-like alien a second time.

He bent his knees, two more arms came out of the alien, and he lifted the hamster up off the ground, throwing it into a wall.

While the mutation was down, Ben pushed an isle over on top of it, ensuring it could not cause more damage.

Ben, while still the green furred, koala-like alien, walked over to Grandpa and Todd.

Ben could not talk to them in a way they'd understand, discovering this alien's lack of English language.

He waited, there was a flash of red light, and Ben stood in the alien's place.

Todd, who was a bit confused, asked what had just happened.

"I just kicked that monkey's ass," Ben explained, and Todd looked to Grandpa for a more detailed explanation.

"Ben found an alien device that allows him to morph into ten different aliens, like that green one." Grandpa continued, "That big hamster's Dr. Animo's doing."

"Who's Dr. Animo?" Ben asked.

"Animo's a scientist," Grandpa said, "listen, I can explain all this in the Rust bucket."

"Um, alright," Ben agreed, "but while we're here let's get some food. Grey'd be pissed if I didn't grab a bottle of wine and some donuts."

After a bit of grocery shopping, the three went to the RV and sped down the street.

While trying to find a name for the koala-like alien, Todd suggested "Stitch."

Grandpa agreed that this was a good name, as a plumber he knew that this alien was an experiment, as if it was 'stitched' together.

Ben didn't really need Grandpa's opinion, as he thought "Stitch" sounded cool, and it had been Todd who'd suggested it.

While Grandpa drove he explained who Animo was to the boys, about his transmodulator, and the cruel things he's done to animals.

They'd stopped in front of the Natural History Museum.

A huge, mutated bird was perched near the museum's entrance, a clear sign that Animo was here.

Todd jumped out of the RV, followed by Ben and Grandpa.

They were walking to the museum's entrance when a gigantic creature broke through one of the museum's walls.

Animo rode atop a true dinosaur, an undead tyrannosaurs rex.

"Holy shit!" screamed Todd; he had nearly been crushed by the dinosaur's foot.

"I'd like to stay and chat," Animo had said, "but I have an award to accept!"

He and his zombie T-rex took off, the massive animal running at Animo's control.

"Help!" Todd was screaming, Ben had been so entranced by the Jurassic monster, he hadn't noticed that Todd had been grabbed by the mutated bird.

Ben, hurt and worried that his friend would be prehistoric bird food, thought quickly.

"Grandpa, go after Animo," Ben ordered, "I'll take care of that feathered freak."

They wasted no time; Gramps got in the RV and raced after Animo.

There was a flash of green light, Ben turned into Star Fire, and flew up to the bird.

He hit the bird mutation in the back of the head, causing it to drop Todd.

Star Fire swooped down and caught his amigo, holding him tight in his arms.

The mutated bird flew after Star Fire, who shot a star bolt at the fucker.

The bird, presumed dead, spiraled to the ground.

Star Fire, still holding Todd, dived down to the RV.

With great precision, he opened the Rust bucket's door, and managed to get both him and Todd inside.

Red light flashed, "not now" Ben moaned.

Grandpa had done a good job, staying behind Animo.

Grandpa had been debating on whether or not to use the plumber-tech the Rust bucket had to offer.

He would have to explain himself to Ben, not to mention Todd, and his plumber life would no longer be a secret.

But, he figured he'd have to tell Ben sometime, under their circumstances.

So, a set of rockets flew out at the dinosaur's legs.

"Wow, Gramps" exclaimed Todd.

The T-rex fell forward, and the Rust bucket swerved to avoid hitting the zombie.

The zombie dinosaur got back to its feet, Animo screaming in frustration.

"You underestimate me," Animo yelled, "I will not be stopped so easily."

The RV had distracted Animo and his undead tyrannosaur long enough.

Black web wrapped 'round the doctor and he was pulled of the dinosaur.

This went unnoticed to the prehistoric predator, who charged towards the RV.

Benum took Animo's transmodulator, and destroyed it.

The T-rex, who'd been a moment away from ramming the Rust bucket, exploded into numerous bones.

They proceeded to take Animo to the police station, and dropped him off still wrapped in Benum's web.

"I will get my revenge, Ben Tennyson!" screamed Animo, as the three drove away.


	3. Fast and Sweaty

Ben 10 alternate universe

"Fast and sweaty" chapter 3

Ben was exhausted; he was walking to his bed.

"Wait, Ben," said Grandpa, "turn into Invader, won't you?"

"Yeah, Grandpa…" answered Ben.

Green light flashed, and there in front of Todd, stood an Irken Invader.

"So what d'you call this one, Benji?" asked Todd, who was equally tired.

"He's called," Ben paused to yawn, "Invader."

"I thought you were coming to bed," Todd replied.

"I am, Grandpa wants me for something. Come here."

They walked over to where Grandpa was; he was digging through what looked like a pile of garbage.

"Ben, turn around," ordered Grandpa.

Ben willingly obeyed, but didn't expect someone to slam a piece of metal into his back.

"Aw, fuck! What're you doing Grandpa?"

"There," Gramps said simply. "Oh and here's this," Grandpa said, handing Invader a deactivated SIR unit.

Invader instinctively knew what this was and how to reactivate it.

"I am SIR, reporting for duty." the robot said, no longer inanimate.

"That SIR unit should help you, Ben," Grandpa said, "and that PAK on your back should, too."

"Yes, very nice," squeaked Invader, "can I go to bed now?"

Grandpa nodded in approval, and Todd followed Invader and his SIR unit into their bedroom.

Red light flashed and Ben was Ben again.

The SIR unit deactivated, and fell to the ground.

"While I was Invader," Ben explained to Todd, "I did something so that it would deactivate when I wasn't Invader. It'll reactivate by itself when I become Invader."

"Oh, yes I see," Todd sarcastically agreed.

Ben smiled at this, then stripped down to his boxers, which is what he wore to bed.

"Good night, boys," the two heard Grandpa yell.

"Goodnight, Grandpa," they both yelled back.

"Get some sleep, old man" Todd added.

_Grandpa's asleep_, _we're alone_, _he won't bother us_ they both thought.

Seductive smiles spread across both their faces.

Ben teased Todd, parading around in his underwear.

Ben was strong, but Todd had those farmer-boy muscles, which seduced Ben.

Ben took off Todd's overalls, soon they were both bare-naked.

They couldn't help but to laugh, because what could be more fun?

Todd an Ben climbed under the covers, holding each other in each other's arms.

Ben's hand went down and squeezed Todd's ass, which Todd grinned at.

It wasn't long before Todd's head disappeared under the covers, and Ben started to moan.

"Nnn," Ben moaned, as Todd sucked on the tip of his cock.

"Oh yeah!" Ben hollered, and they both burst into laughter.

It was morning, and they'd fallen asleep together.

Todd woke up, and began rapping his knuckles on Ben's chest.

They got dressed and walked out the bedroom, Todd into the bathroom, Ben into the kitchen, where he heard bacon popping.

"Good morning, Grandpa" Ben said, "are we having bacon for breakfast or do my ears deceive me?"

"No, you heard correctly" Grandpa answered, handing Ben a plate of food.

Ben, surprised at Grandpa had cooked an ordinary meal, began eating.

"Yuck, what is this stuff?" Ben said wiping at his tongue.

"Groundhog bacon and salamander eggs," Grandpa answered.

Ben stuck out his tongue, a disgusted look on his face.

"There's got to be an alien that can stomach this garbage," Ben whispered to himself, dialing through the omnitrix.

There was a flash of green light, and a mushroom-like alien sat where Ben had been.

He dump trucked the food into his two mouths, then ran into the bathroom.

Ben accidently rammed into Todd, knocking him into the bathtub, then vomited into the toilet. The food had tasted even worse as this mushroom-alien.

"So… what's his name?" Todd said, sitting in the tub.

"Shroom," Ben had said, "what else?"

"You mind helping me out, Shroom?" Todd said, earnestly.

"Yeah," Ben replied. "Sorry, Todd," he said, clumsily trying to help Todd up.

Shroom was just walking out of the bathroom, when the RV shook violently.

"What's going on?!" shrieked the mushroom-like alien.

Grandpa got out to what had happened.

"Well, huh. I'd be a monkey's uncle," Grandpa exclaimed, "all six tires are flat."

"They're not just flat," Todd corrected, "they've been slashed."

"What would've slashed all these tires?" Shroom asked.

"Me," answered their enemy, "my name's Speed Demon."

This alien resembled XLR8, but he's colored red, instead of blue.

There were two pointed horns on its wind-shield helmet, and he had broader shoulders.

"What do you want?" Shroom asked.

"Listen kid, I'm what you'd call a bounty hunter, and Vilgax is willing to pay a lot for that omnitrix."

"He's not getting it," Grandpa said, stepping in front of Shroom.

"You underestimate me, old man," Speed Demon daunted.

In a split second, speed demon had ran around Grandpa, and grabbed at Shroom.

Even though he'd grabbed the mushroom-like alien, Speed Demon was empty handed.

Speed Demon had pulled with all his force, but Shroom had rooted himself firmly into the ground.

"You're clever," Speed Demon admitted, "but time is on my side; you'll become human soon enough."

Almost, as if on cue, there was a flash of red light, and Ben stood in Shroom's place.

Todd thought fast and, instead of focusing on Speed Demon, ran out, fisting the air in front of Ben.

Todd performed a perfectly executed punch into the right side of Speed Demon's face.

Todd was strong enough, as Speed Demon was knocked off his course, slamming into the Rust bucket instead of capturing Ben.

Speed Demon lay there, limp, presumed to have been knocked out.

Grandpa proceeded to go get the Null Void Projector, and locked the Kineceleran into the doomed dimension.


	4. Rust Bucket's Wheels

Ben 10 alternate universe

"Rust Bucket's Replacements" chapter 4

"You ok, Ben?" Todd asked, concerned.

"Yeah," Ben answered, "besides breakfast and that speed freak, I'm fine."

"We might be stuck here awhile," Grandpa said, walking into the RV, "I'm not sure how quickly I can get six replacement tires."

"Do you think that any of my aliens could help?" Ben asked, "like Star Fire could fly to town and get those replacements!"

Ben dialed through the omnitrix and selected Star Fire.

Green light flashed, and an alien Ben would later name "Ben Diez" stood in Ben's place.

"That's not Star Fire," Todd exclaimed.

"What happened?" Ben asked himself.

This was the first time that the omnitrix had picked a different alien than Ben had chose.

"You look like one uv those…" Todd had started, then paused.

"Is it a _taco_ you're thinking of?" Grandpa asked.

Todd blushed, as he was embarrassed "yeah, I guess so."

Ben smiled at Todd's farmer-boy ignorance.

"Yeah," Ben agreed, "I wonder what he can do."

He had walked a good three or four steps before his bowels released.

It had happened so fast, an expression of unease on the alien's face.

Ben Diez cocked his head, to see what sort of gross alien excrement lie on the floor of the RV.

It looked like ice cream.

"Did you just shit ice cream?" Todd questioned, giggling.

"Well," Grandpa said, "it seems this alien will be little to no use in our situation. I'll walk into town and see if someone'll bring the tires here."

"No, Grandpa," both Todd and Ben Diez had said, "we'll go."

They would've been alone together in privacy, and they both knew so, but they cared too much for Grandpa to make the elderly man walk to town.

The two were about a third of the way to town when the omnitrix flashed red.

Ben found it easier to walk as himself, not having to worry about constantly, uncontrollably defecating ice cream.

Todd and Ben had to walk the rest of the way.

They had reached town, and ever since Ben had returned to his human form, he'd become aware of the heat.

They walked into a bank, not because they needed money (Grandpa had supplied that), but because it was air conditioned.

Coincidentally a Thep Khufan was inside, searching for the purple rock, coronium.

There was a small group of panicked people.

"Don't worry," Ben assured, "I got this."

He slapped down on the omnitrix.

A flash of green light, and a ten foot tall, robot-like alien stood in Todd's presence.

Ben ran up behind the mummy-like alien and hit it in its back.

Ben's mechanical fist went through to the other side, then had been tightly wrapped in the mummy's bandages.

Ben tried with all his might to pull his arm out, as the mummy-alien turned its head to identify its attacker.

"A Transformer?" he questioned, in a New Yorker's accent. "Do you mind? I'm kind of busy."

The mummy-like alien loosened its grip on Ben's arm, allowing him to free it.

"M'names Thep," the mummy-alien said, turning to shake Ben's hand.

They shook, then Thep continued his search.

There was a puzzled look on Ben's face, who turned to Todd for suggestions.

Todd shrugged his shoulders.

"So um, what're you doing exactly?" Ben asked Thep.

"It would figure that these earthlings would place a building right on top of my coronium," Thep said, resting his arm on Ben's shoulder, "it just makes my job that much easier," he finished sarcastically.

"And um…" Ben started, "what is your job?"

"Well y'know," Thep answered, "I need that coronium."

"What's coronium?" Todd asked.

Thep rubbed at his brow, tired of answering questions.

"Coronium's my species' energy source; it'll mutate a person on contact. I'll get it, gain some energy, and you earthlings," Thep said, looking at Todd, "don't have to worry about becoming mutants."

_Well, _Ben thought, _he doesn't seem dangerous_.

Thep had disappeared, perhaps searching deeper.

Ben had started thinking about the alien _he _was, instead of the Thep Khufan.

Ben had a feeling that this robot-like alien had more than brute strength, after all, Thep had called him a "Transformer," hadn't he?

Before Ben could further explore this alien's transforming power, there was a flash of red light.

Ben and Todd were just about to leave the bank, when a power-high Thep reappeared.

The mummy-like alien had found his coronium, and just discovered that Ben was the omnitrix's user.

Thep hadn't known his earlier, which is why he had acted so calm.

He too was a bounty hunter, and the large amount of coronium he'd just absorbed drove him mad, drove him to go after Ben.

His bandaged hands reached for Ben, but he and Todd ran out of the bank before Thep could grab him.


	5. The Docks

Ben 10 alternate universe

"The docks" chapter 5

Todd and Ben ran down the street, as Thep emerged from the bank.

The two boys ran faster, the mummy close behind them.

They'd reached a pier, running into a dead end, and Thep's bandages wrapped around Ben's leg.

Thep lifted Ben into the air, holding the boy by his ankle.

After he'd decided what to do, Thep tossed Ben off the dock, into to cold, harsh water.

"Ben!" Todd yelled, a tear forming in his eye.

Surely he'll drown Thep thought.

"Now," Thep said, getting Todd's attention, "to dispose of you."

Before the mummy-like alien could slaughter Todd, a lobster-like alien emerged from the water.

Ben had been extremely lucky to select this alien who he'd later call "Rock Lobster."

Invader's skin had a bad reaction to water, and Stitch would've drowned.

"A Decopodian," Thep sighed, "how disappointing…"

He'd planned to go get Ben's dead body, after he'd gotten rid of Todd, and remove the omnitrix. Now Thep was frustrated, as his plan had been ruined.

The power-high mummy charged towards Ben, who was quick to counter Thep's attack.

Snip snip snip went Rock Lobster's claws, cutting away at Thep.

Thep doubled back, he hadn't liked being clawed by the Decopodian.

Thinking fast, Thep wrapped his bandaged arms around Todd.

Rock Lobster started towards them, then stopped.

"You don't want me to hurt your friend," Thep asked, "do you Ben?"

Rock Lobster shook his head, "no."

"Good, because if you don't cooperate, Ben, my coronium could mutate this puppy beyond help."

_If that's his idea _Ben thought, _to mutate Todd_, _then he hadn't noticed that I'd cut the rock out of him_.

This was true; the coronium lay next to strips of Thep's cut bandages.

Thep, not understanding why Ben didn't worry about the mutating of his friend, was attacked by Rock Lobster.

Clawed in the face, Thep released Todd, and was further attacked by Rock Lobster.

Rock Lobster had lead Thep to the edge of the pier, and pushed the mummy off, into the dark, cold water.

Thep's bandage-like body absorbed the water, and became heavier; he was sinking.

He could not pull himself back up, as his bandaged hands had become soggy and weak, and therefore not strong enough to pull up his now heavy body.

Red light flashed, and Ben stood there on the dock.

"Let's go," Ben said, turning to Todd.

They were careful to avoid the coronium, as they headed back into town, leaving Thep to die.

They'd found a repair shop, which is where they bought the tires from.

Ben had turned into the Transformer, and had analyzed a truck.

Ben proceeded to becoming an exact duplicate of the truck, and Todd proceeded to put the six tires in the bed, and then climbed inside to the driver's seat.

Neither Todd nor Ben was old enough to legally drive, but they'd driven some.

Todd found it a bit strange to see the truck drive itself.

Ben found it even stranger, but exhilarating, to drive as the vehicle.

All in all, their trip back to the RV was much shorter than their walk to town.

Todd got out of Ben, and unloaded the tires.

Red light flashed and Ben stood next to the tires, just as Grandpa walked out of the RV.

While the two boys were gone, Grandpa had gotten all the slashed tires off, which made the job of putting the new tires on less time consuming.

Sweat trickled down Ben's back, and Todd didn't look any better.

The two were exhausted; the heat wasn't helping.

The three of them walked into the Rust bucket, grateful for its air conditioning.

"Finally," Grandpa exclaimed, "we can get back on the road."

Grandpa went to the wheel of the RV, started it, and drove off.

Ben was pulling of his sweat drenched shirt.

"What're you doing?" Todd asked, who'd already taken off his shirt.

"I'm taking a shower," Ben replied, pushing Todd out his way.

"No," Todd rejected, "I'm taking a shower," making his way to the bathroom.

Ben was stripping of his pants, racing Todd into the shower.

Todd had stripped bare and climbed into the shower, turning on the water.

"Huh…" Ben groaned, who wore nothing but his socks.

_Grandpa's driving_ Ben thought seductively, removing his socks.

He joined Todd in the shower, smashing his lips against Todd's in a sloppy kiss.


	6. Movie Night

Ben 10 alternate universe

"Movie Night" chapter 6

The exhausted boys had gone to bed after they'd showered.

They had awoken to the pungent smell of Grandpa's breakfast.

Ben wanted to get out of the RV, while they were stopped.

He and Todd exited the Rust bucket.

Ben dialed through the omnitrix, and Todd who noticed this asked, "Who're you going to choose, Star Fire, or Grey, or what about Heavy metal?"

Heavy metal is what they'd decided to call the Transformer.

"I actually wanted to become this last guy," Ben explained, showing Todd the alien's silhouette on the omnitrix, "then I'll have become all ten aliens."

Green light flashed, and a glowing, blue shoe floated in front of Todd.

This alien really had no resemblance to a shoe at all, but this is what humans would see this alien as, because it was merely a form that they could comprehend.

Ben looked at his own shoelace hands, he felt powerful.

He motioned his laces to Todd, who began twitching in discomfort.

Ben had done something, he was not sure what, but Todd continued to flinch in pain.

Todd had finally stop twitching; "I'm sorry Todd," Ben apologized, "are you ok?"

"I think so," Todd answered, but he'd felt much better than ok.

He ran down the stretch of land, much faster than the average human's speed, and ran back. "whoa," he exclaimed, "what'd you do to me Ben?"

"I don't know…" the floating shoe honestly answered.

Todd jumped high into the air, doing multiple flips before landing.

"you've improved me," he said, "you've _upgraded _me."

They proceeded to return to the Rust bucket, Todd beating Ben to the RV.

Todd glanced at the abnormal breakfast and went to get some juice from the fridge.

The cap came off by itself, the orange juice poured itself into Todd's cup, then the lid screwed back into its place on the carton.

Ben was more amazed by Todd than the alien he was, then he thought_ I gave Todd these powers, imagine what else I could do_.

He focused his energy on himself, there was an odd feeling while doing so, and red light flashed.

So much energy had built up on Ben, that when he'd changed back to his human form, he was thrown back into the wall.

"ugh," Ben said, rubbing his head, "what happened?"

Ben looked down at his red watch, which suddenly blinked green.

"cool," Ben exclaimed, "the omnitrix has never recharged this quickly before."

He slapped down on the omnitrix and with a flash of green light, he'd turned into Rock Lobster.

Rock Lobster moaned in disappointment.

"what's wrong, Ben?" Grandpa asked.

"well I'd hoped to turn into Star Fire," Ben explained.

At the mention of Star Fire's name, there was a flash of green light.

Star Fire stood in Rock Lobster's place.

Ben was full of sudden excitement, had he really just changed from alien to alien?

"since when could you do that?" Grandpa interrogated, the plumber was interested in Ben's capability with the all-powerful omnitrix.

"this is the first time," Star Fire answered, "that I've gone straight from alien to another."

"try it again," Grandpa demanded.

"Invader," Star Fire said, and there was another flash of green light.

Invader stood where Star Fire had.

The SIR unit reactivated and stumbled out from beneath Ben and Todd's bed.

"do you need my assistance, master?" the robot asked Invader.

"yes, go make me waffles" Invader ordered.

The SIR unit saluted Invader, before walking away to make Invader a suitable breakfast.

Without warning, there was a flash of green light, and Benum stood in Grandpa's presence.

"apparently I don't even have to sssay the alien'sss name," Benum explained, " I jussst have to think it."

Green light flashed and Shroom stood in Benum's place.

Another green flash and Ben Diez stood in Todd's presence.

Sure the SIR unit had made his waffles, red light flashed, and Ben walked over to his food.

The omnitrix had been red for barley a second before it'd turned green again.

Ben slathered his waffles in thick, sweet syrup.

"What d'you think happened to the watch?" Todd asked Grandpa, refilling his juice-cup.

"well Todd," Grandpa started, "you've just poured yourself a glass of orange juice without using your hands. Perhaps one of Ben's aliens just happens to be a Meekrob."

"d'you mean that shoe-lookin' alien?" Todd replied.

"yes, I suppose so," Grandpa continued. "that alien has given you unique powers; maybe it's energy had somehow effected the omnitrix, improving it."

"so, you mean Sneakers upgraded the omnitrix? So I no longer have a limit of how long I can stay in alien-form, and I can change from alien to alien?" Ben asked Grandpa, his words muffled by waffle.

"yes, but Sneakers' effects are probably only temporary," Grandpa started, "meaning both you," he said, pointing at Todd, "and the omnitrix will eventually revert back to normal."

With this, Grandpa grabbed a piece of something, penguin jerky or something, and began snacking while proceeding to the driver's seat.

He started up the RV and drove up to the highway.

Ben finished his waffles, and walked over to Todd, "let's go play Sumo Slammers."

It'd been hours since breakfast, which Grey and Todd had spent eating junk food, drinking beer and playing Sumo Slammers.

The power they had been given, courtesy of Sneakers the Meekrob, had begun to disappear, as Grandpa had predicted.

Red light flashed and Ben fell over on top of Todd, sloppy drunk.

The two tried walking to the front of the Rust bucket, to Grandpa, trying to keep their balance.

The RV suddenly stopped, and the two wasted boys lunged forward, falling on their faces.

Grandpa walked over to Ben and Todd, somewhat confused by their giggling, and told them "we're staying here tonight, it'd be wise to get some sleep."

Todd and Ben had lost track of time; it was about 9 o' clock.

"we're going outside, Grandpa!" Ben shouted.

"alright," Grandpa shouted back.

Ben stumbled outside the RV, Todd tripped and lunged his hands forward, grabbing onto Ben for balance.

"what d'you wanna do?" Todd asked, hugging Ben.

Ben looked down at the omnitrix, it was still red and probably would be for awhile.

"I don't know," admitted Ben, "I just want to do something. let's go see a movie," Ben suggested.

"um… alright," Todd replied, "where's a theatre?"

"this town seems like it'd have a movie theatre," Ben explained, "I'm sure if we walk around we'll find it."

"walk!?" Todd exclaimed.

"just until the watch recharges," Ben assured him.

They'd walked past four restaurants, a mall, and were arriving at a car dealership, when the omnitrix glowed green; all six of the establishments were closed.

A flash of green light, and Heavy metal stood in Todd's presence.

"why're you Heavy?" Todd asked, almost yawning.

Even though the dealership was closed, Heavy metal could still see the cars, which meant he could analyze the cars.

He analyzed multiple vehicles, adding more than just the truck to his selection of transformations.

He'd _transformed _into a green Lamborghini, which a sleepy, buzzed Todd hadn't noticed.

Ben leaned out of the lambo's window, "come on, Todd."

Todd, slightly confused, got into the green Lamborghini's passenger seat.

He stared at Ben, opened his mouth to speak, but no words came out.

Ben had already started the vehicle, and pulled out onto the street.

"Todd, I should've explained," Ben said, "I'm Heavy metal right now, but I've discovered that I could project an image of a me into the driver's seat. This projection will make it look like there's someone driving the car."

The tiring, slowly sobering Todd seemed to understand.

Ben had been circling the town, singing " despite all this rage I am still just a rat in a cage," when he'd finally found the movie theatre.

_What time is it? _Ben thought, _about 10 o' clock_.

Red flash of light, and he and Todd proceeded into the theatre.

_Quarantine, _Ben had wanted to see, _it started at 9:35, damn_.

They bought their tickets, a large popcorn, and a soda; they went to see Quarantine anyways, even though they'd be half an hour late, every other movie had also already started.

The theatre had barley any customers, as it was a Saturday, and it was a late film.

They watched the movie huddled together, as if the theatre was cold, then left hand in hand.

The two had just exited the theatre when they were attacked by yet more bounty hunters.


	7. Scream, It's Arson!

Ben 10 alternate universe

"Battle's Cry" chapter 7

A Pyronite, and a Sonorosian were Ben's attackers.

"I'm Arson," said the fiery alien, "and this is Scream," he said, pointing to his partner.

"you're coming with us," Scream ordered.

"fat chance," Ben replied; he let go of Todd's hand and began dialing through the omnitrix.

"quick," Scream panicked, demanding Arson to attack, "before he uses it!"

There was a mixture of colors; Arson's attack had engulfed the flash of green light.

Stitch stood where Ben had been, he was apparently fireproof.

Stitch charged towards the Pyronite, clawing at the air, but Scream had emitted a blast of volume at him, deafening him.

Ben would've walked away from Scream's attack with normal hearing, but Stitch had become temporarily deaf because he could hear at a wider range of frequencies.

Mildly annoyed of lacking the ability to hear, Stitch turned to charge at Scream.

Scream morphed into two, then four.

They swarmed, confusing Ben; he couldn't seem to attack one without being attacked first.

Now growing aggravated, Stitch becomes more concentrated.

He claws at one of the Screams; the Sonorosian fell to ground, unable to continue.

_One down _Ben thought victoriously.

Stitch, the little, green, koala-like alien experiment, turned his attention towards Arson.

Ben felt intimidating, even more he felt like a bad ass; Stitch walked right through Arson's attacks, and the nervous Pyronite backed away from Stitch.

Arson was becoming frightened; it seemed that there was nothing he could do to harm Stitch.

Stitch was a foot away from Arson, a grim smile of intimidation on his face.

Stitch retracted his extra arms, then his claws, two antenna, and three spikes on his back.

Arson had become even more afraid of the little green monster that continued to claw after him.

Stitch shouts some incomprehensible garbage, somewhat like an Islam's battle cry, as he begins punching Arson.

He'd punch Arson multiple times before launching him into the wall of a nearby building.

"now you," Stitch managed to say in understandable English, turning to the Screams.

Scream looked nowhere as intimidated as Arson had, as his attacks had affected Stitch.

Ben no longer felt intimidating, for the same reason Scream hadn't felt intimidated; a circle of Scream clones circled around Stitch.

The Screams howled, and Stitch howled in pain; thank god he wasn't Benum.

There was a red flash of light, and Ben's ears were no longer in such agony.

The multiple Screams prepared their finishing blow, inhaling deeply.

Just before Screams' ultrasonic attacks would touchdown, Todd ran out, grabbing Ben, and getting him out of the way of their attacks.

The sound exploded into the asphalt, eroding away the rock.

The two boys lay on the ground, "thanks, Todd," Ben said; Todd had unbelievably fallen asleep.

More and more Screams surrounded Ben.

"you are weak in your human form," one of the Screams had said, "now you will surrender to us," said another.

Two of the Sonorosians grabbed Ben by his legs, and they began to drag him through the crowd.

"what're you doing?" Ben asked, wearily.

"we are taking you to our ship," one of the Screams dragging him answered, "to collect your bounty, or more the reward for the omnitrix, we need to deliver you, it, to old Villy," said another, from somewhere in the crowd.

"I say, are you quite alright?" a Scream asked Arson, In a British accent for some unknown reason.

Three other Screams ran over to assist the Scream who had approached Arson; the four of them carried the Pyronite into the ever moving crowd of Screams.

"he's been knocked out," one Scream explained to the others.

"that's just great," said a Scream sarcastically, "it's alright," exclaimed another, "we'll just have to take him back to the ship along with this snot," he finished.

Ben, not liking being referred to as snot, struggled to break from the Screams' grip.

He continuously fucked with his watch, just wanting to turn into an alien, but ever yet the omnitrix stayed recharging-red.

"somebody knock that kid out," exclaimed the supposed leader Scream, perhaps he be the original Scream, "he could activate that thing."

Before Ben had time to react, a white fist came down striking the boy in the head.

Ben had been knocked out, and dragged a good distance into the woods.

Here Scream and Arson's space ship was far enough away from suburbia not to get noticed.

Ben was beginning to regain conscious; _what happened?_ he thought, _where am I?_

Bright light made Ben squint, he was now aboard their ship.

_I need out of here _he panicked, dialing through the omnitrix.

"quick, restrain him!" a Scream commanded the others, "he's regained consciousness! He could use that thing!"

Ben wasn't quick enough; the Screams pinned him to the floor, he was unable to reach his watch.

Todd popped out from seemingly nowhere, and rushed over to Ben.

He managed to struggle through most of the Screams, reach the omnitrix, and push down on its face.

Green light flashed in result of Todd's actions; Heavy Metal stood where Ben had been pinned, no longer restrained by the Screams.

With multiple swings of his arms Heavy drove the Screams back.

He _transformed_ into a hummer, then demanded Todd to climb inside.

Todd and heavy had the advantage; the Sonorosians wouldn't use their ultrasonic attacks because the sound waves could destroy their ship.

They drove through and over the Screams, accelerating to the exit.

Arson stood in front of them, at last emitting powerful flame.

The fire did little damage, although the heat had cracked the windshield.

Heavy Metal the hummer drove right over the Pyronite, and out the exit.

The spaceship had lifted from the ground, floating several yards above the ground.

Heavy Metal struggled to land on all four tires, and clumsily he did; drowsy Todd didn't enjoy their bumpy ride.

He sped off back into town, stopping abruptly at the Rust bucket.

Todd climbed out of the green Camaro; red light flashed and the two rushed inside the RV.

It was about two o' clock; Grandpa had been sleeping and Ben didn't want to wake him.

Ben had to practically carry sleepy Todd into their bed.

He wrapped around Todd, thankful for his warmth, and fell asleep smiling.


	8. Desert Heat

Ben 10 alternate universe

"Desert Heat" chapter 8, I like the Ben 10 approach to the unexplainable: it's alien.

Minutes before dawn, a figure appeared out of the fog.

The figure was none other than slimy, moss covered Thep, emerging from the swamp.

Here he met Arson, who ever so slightly manipulated heat towards Thep, trying to dry him.

After a couple of minutes, Thep had felt light again, warm and dry, as if he were back on his desert planet, Anur Khufos.

He'd perhaps even felt happy, but then Arson had begun speaking about Ben.

They were having conversation of the kid with the omnitrix, and Thep grew infuriated.

Arson had been defeated by Ben too, yet was not as angered as Thep was.

Then again, Arson hadn't suffered as much as the mummy had, either.

**

Todd, Ben and Grandpa were riding down the highway in the Rust bucket.

Grandpa was driving, Todd had been snacking jerky, and Ben was listening to Slipknot.

Todd had lifted up his Monster to take a drink, when he felt a socked foot against his crotch.

He looked over at Ben, who acted as if he'd been looking the other way.

_Does he think I'm stupid_? Todd asked himself, _who else would be fondling me with their foot, Ben_?

Ben's heel rubbed at Todd's crotch, is he teasing me?

Ben removed his foot, then put both his feet on the table, his back arched against the seat.

Todd didn't realize Ben had put himself into a sexual position right away, but when he did, he gained a powerfully hard erection, grinning seductively.

Ben, no longer ignoring Todd, smiled at him, got up, and motioned him to their bedroom.

Todd had been unbuttoning his pants when Grandpa yelled to them, "You boys hungry?"

Neither of them answered; Todd could care less about eating and Ben was hungry, but couldn't trust Grandpa with food.

Todd had finally gotten his clothes off, and made his way over to Ben.

Ben was naked, in the same position he'd demonstrated earlier.

Grandpa, who'd grown impatient yelled, "There's a restaurant over here, I thought it'd be nice to treat you kids to some dinner."

Ben's ears had perked at the word 'restaurant,' which meant normal food.

Through a series of ninja-like evasion moves, Ben escaped from underneath Todd.

He proceeded to getting dressed, and to run to Grandpa, assuring the plumber that he was indeed hungry.

Todd sort of collapsed in disappointment; _what a tease _he thought.

The three of them walked into the diner, Ben rubbing at his growling stomach.

He ordered a big, bacon cheeseburger, a coke and some chili fries.

Todd had gotten a steak burger with extra cheese, and onion rings.

Grandpa had ordered some sort of vegetable and eggs-snail spaghetti platter.

Ben's hand had found Todd's lap multiple times, and Todd had kept pushing it away, scornful at Ben for teasing him so.

Ben had eaten about four fifths of his burger, he'd somewhat lost his appetite, watching Grandpa eat his meal.

Without warning glass shattered, a menacing ball of fire had bust the window.

Without hesitation Ben dialed through the omnitrix, and then activated it.

Shroom sat where Ben had, and then jumped to his feet.

With another blast of glass shattering flame, Shroom was out the door, going after the attacker.

It was who he had thought, the Pyronite with a grudge, Arson.

"What're you doing?" Shroom inquired.

"Roasting mushrooms," Arson replied, emitting wave after wave of fire.

Shroom did his best to avoid the flames, although he'd been singed a few times.

Arson had stopped; apparently exhausted from creating such an immense amount of flame, so Shroom began on the offensive.

Shroom rooted through the asphalt, into the ground.

Moments later vine-like roots emerge from below, wrap around Arson's ankles, and secure him to the spot.

Shroom uproots himself from the ground and charges towards Arson, planning to head butt the Pyronite with his mushroom-topped dome.

Arson stayed promptly in place, trying to free himself from the wretched roots.

Right before Shroom can manage his head into Arson, the fiery alien burns through the vines, and leaps over the charging mushroom.

An aggravated growl escapes Shroom, who's then hit squarely in the back by a blast of fire, which launches the mushroom-like alien into a misconception of somersaults.

This series of rolls ends in a flash of red light, where Ben's dizzy and dazed.

By the time he remembers he was in combat with Arson, Arson had disappeared.

Ben, not fully understanding why Arson had suddenly left, walked back into the diner.

The restaurant was thick with black smoke, "Todd!" he yelled, "where are you?"

No reply.

"Grandpa?" he called out, there was a reply this time, but it was neither Grandpa nor Todd.

It had been their waitress, "th-that monster took em" she explained, coughing.

Ben escorted her, and the remaining others out of the diner; it was his natural hero-like qualities which drove him to do so.

Once everyone was out Ben had a chance to think.

What would Arson want with Todd and Grandpa? Ben asked himself, their probably bait, or hostages.

Ben climbed into the RV, searching through a lot of plumber-like items.

He'd found what he was looking for, a tennis racket-shaped tracking device.

Ben had hoped to be able to track Grandpa's plumber badge, and sure enough a small, green, blinking light appeared on the tracking device's screen.

Now that he knew where to find them, how would he get there?

_I'm not old enough to drive _Ben thought; _I'm not old enough to drink_, _either_. Good point.

Even though he had no license, he would drive the Rust bucket.

When about 75 percent of the way to Todd and Gramps, he would park the RV and continue on foot; this way he'd be stealthier when entering Arson's hideout.

**time skip**

Ben, holding the Tracking device, had located Grandpa and Todd to one building.

A poor-looking barn that had been built near a swamp; this is where the tracking device said that Todd and Grandpa were.

Ben entered the musty barn, stealthy as possible, and then there was a squeak of fright.

Ben had jumped when he saw the bandaged figures, rising from the hay.

"Mummies," he said, talking to himself, backing away from them.

At first he'd been frightened, but as they advanced, Ben noticed their limited mobility.

The two figures could not move their arms, as they were wrapped to their sides.

Their legs were also wrapped together; they walked by waddling on their feet.

Ben laughed at this; he had thought them to be a threat.

The laughter died when the tracking device showed Ben that Grandpa had gotten closer.

Ben ran over to the closest mummy, and tore away the bandages on its face.

Todd's frightened expression emerged from the bandages, "Ben, it's a trap!"

Ben had figured this much, but did not imagine such a dramatic encounter with Thep.

Thep emerged from out of the hay, his personality as dry as the dust on the barn floor.

"Hello, Ben," he spoke, in a raspy, hoarse voice.

_He's weakened since our last encounter _Ben realized.

Thep looked more to be made up of tattered rags, rather than bandage-like material.

His body had suffered, had somewhat disintegrated in the water.

Thep also lacked a purple glow; his eyes were now a gray-black instead of purple.

"do you know the suffering you put me through?" Thep asked angrily.

Ben was terrified, too scared for some sort of sarcastic remark.

"DO YOU?!" Thep repeated when there was no reply.

"Do you know how many aliens I've begged aid from? How many pacts I've had to make just to survive? The number of Piscciss Volanns I met down there?"

Thep paused, "too many, Ben, that's how many. I was ready to die, and I would've, if I didn't have a will to live. Ben, you were my will to live. If I survive this, I would think to myself, I would have my revenge. That's right; this isn't about the omnitrix anymore. I just want to see you bite the **dust**."

Ben was unaware of Thep's bandages, which slithered across the dirty floor.

"I had to do whatever for whoever; my chances began to escalate when I met a Piscciss Volann with a red, luminescent dangler. This alien had been good friends with Arson, and told that he would arrange for our meeting," Thep paused once more, coughing painfully.

"Arson has helped me a lot since we've met, like distracting you while I kidnapped Grandpa and your boyfriend," Thep said, pointing at the wrapped up figures.

"I knew you would try to rescue them, that they would bring you to this more discrete location. Now that I have you where I want you, they've served their purpose. I have no use for them, anymore!"

'Anymore' was Arson's cue to light the hay.

The flame spread quickly amongst the dry hay, thick smoke filled the humid air.

"Todd! Grandpa! No!" Ben cried out, as the two, bandage-wrapped figures were circled by fire.

A sinister laugh escaped Thep, who suddenly became angry and lashed out at Ben.

Thep's only problem was, Ben was gone.

A Tamaranean stood where Ben had, green fire exploding out his hands.

Star Fire blasted a huge bolt of the green, fire-like energy at Thep that blasted him out of the barn, through the barn's roof.

As quickly as Star Fire could, he flew over to the mummy-like Grandpa and Todd, grabbed them and then flew out of the hole in the roof that Thep had made.

Only a minute or two ago the barn had been set ablaze, now it was fully engulfed in flame.

Star Fire landed, and then removed Grandpa's bandages.

"Help Todd," he ordered his grandpa, "I'll take care of Arson."

A bolt of green flame hit the Pyronite in its chest.

Arson recoiled, shooting blasts of fire back at Star Fire.

Star Fire shot blasts of green flame at Arson's blasts of red; the blasts cancelled each other out.

Star Fire proceeded to grab Arson, lifting him up and throwing him into the marsh.

With a splash, Arson landed in the slimy, swamp water.

There was a hiss of extinguish.

A victorious smile grew upon Star Fire's face, until a bandaged arm wrapped around his waist.

Thep lowered his head against Ben's, "the water," he said, in a hoarse whisper, "it calls to me."

Thep dragged Star Fire into the marsh.

"I don't feel whole when I'm not desert dry," Thep said, knee deep, "and yet I don't feel complete without being somewhat soaked. Thanks to you, Ben Tennyson, I can't even return to my home planet with this new need of water."

Star Fire pulled away from Thep; there must've been truth to what Thep had been saying, because now that he was wet, he'd become stronger.

Star Fire, now hovering, trying to pull away from Thep's grasp, slowly began to pull Thep out of the water.

The Tamaranean yanked, and yanked hard, at the mummy-like alien's bandages.

Thep was launched into the air, with a raspy screech, he fell into the burning barn.

Right before Thep had met a fiery demise, Star Fire swooped forward and caught him.

Star Fire dropped the Thep Khufos onto the ground, then a super-human hit to his head left him momentarily immobile.

Grandpa, followed by Todd, walked over to Ben and the mummy.

"You should have killed me…" Thep said in his raspy, New Yorker's accent.

"What?" Ben asked, confused that his enemy had just told him to kill him.

"You should've let me burn," Thep replied, "in the Null Void I will find coronium. In the Null Void I will become stronger. Aliens have escaped the Null Void, you know that, don't you? Ben, I will return, I can promise you that much."

These were Thep's last words as he was sucked into the Null Void.

Red light flashed and Ben stood there, more afraid than ever.

Arson had stumbled out of the swamp, too soaked to attack or escape.

He went into the Null Void, yelling and shouting, "No man, no! I don't deserve this!"


	9. Null and Void

Ben 10 alternate universe

"Null and Void" chapter 9

Ben, Todd and Grandpa had been ambushed by a hoard of Screams.

Stitch, the green, koala-like alien experiment, had been deafened, but continued to fight off the Sonorsonians.

"Stand back!" Grandpa warned, shooting out a Null Void projection in Screams' direction.

They were all sucked into the vortex, each Scream echoing "no!"

One of them screams grabbed onto Stitch; Grandpa and Todd could only watch helplessly, as Stitch and the remaining Screams were pulled into the Null Void.

***

Stitch cried out in bewilderment; he was falling through seemingly nothingness, before he crash-landed on some sort of floating rock.

He shook his head, as red light flashed, and a dazed Ben sat where Stitch had.

He looked around, the Null Void seemed be made up of just a bunch of floating rocks.

He saw a flock of something alien, perhaps Null Guardians, flying in the distance.

They seemed to have no interest in him; they just flew around in some warped figure eight, yet he still winced in fear.

"Well…" he said to himself, "how do I get out of this place?"

"There is no escaping here," a voice from behind him answered; it was Scream.

Ben thinking fast, ran and jumped from floating rock to floating rock, trying his best to avoid an encounter with Scream while his omnitrix still glowed red.

Many Screams still followed Ben, as a fire ball exploded a few yards in front of him.

Arson flew into view; Ben, out of fear he'd be burned alive, changed course.

He continued jump-running with both Arson and Screams now behind him; he sighed in relief when the omnitrix blinked recharged-green.

Ben suddenly shot forward; he'd tripped over a tangle of bandages.

Thep appeared, out from behind the rock; this scared Ben a lot, his heart beat rapid.

Thep, the mummy-like alien, had strengthened like he had promised Ben he would, here in the Null Void.

The mummy-alien had regenerated, healed.

His bandages were more solid, individual; they'd been ragged and warped together before.

Thep's arms and legs were thick with muscle.

His eyes glowed the deep purple of coronium.

Ben stumbled backwards, away from Thep, finding it hard to breathe or even think.

He accidentally stumbled right off the floating island, then landed on yet another hovering stone.

Now finding it easier to think... and breathe, be dialed through the, _his_, omnitrix.

Scream, Arson, and Thep still approached as green light flashed.

"A Meekrob, Ben?" Screams laughed, "What're you going to do, perfect us?"

"No," Thep answered Ben's question, "he's perfecting the omnitrix."

Sneakers' aglet went over his omnitrix faceplate, (Grey Matter's is on his back) and there was some explosion of green light; Star Fire floated where Sneakers had.

Bolts of his green, fire-like energy were rocketed at Thep, the Screams, and Arson; Star Fire flew away while his enemies were distracted, dodging attacks.

Arson was now the closest behind Star Fire, because he could fly, and the others could not.

Arson noticed a familiar red blur, run-jumping from rock to rock like Ben had been, but at a much faster speed.

The red blur, like he, was a bounty hunter with a grudge against the Tennyson boy.

"Hi, Speed Demon," Arson said calmly, firing balls of flame at Star Fire.

"Hi yourself, Pyronite," the Kineceleran said in return.

Star Fire quickly went up and over a floating rock; Benum hung from behind the rock with his wall-crawler abilities, hiding.

"Benny-boy," Arson hollered, "come out, come out, wherever you are!"

"Hey hot head," Speed Demon spat, "cool your jets."

Arson calmly landed next to Speed Demon, who pointed out a specific floating boulder.

Arson gave the hand gesture for "I understand" then quietly approached the rock.

He grew supernova hot, preparing a powerful attack for whoever Ben was, when Stitch darted forward.

Claws slashed into Arson, whereas his attacks had no effect on the koala-like alien experiment.

_How could I have forgotten about him_? Arson thought in frustration and pain.

Stitch's I-can-lift-3000-times-my-own-weight-muscles launched the Pyronite far into another floating stone.

Speed Demon sped towards the green, koala-like alien experiment.

There was a flash of green light; Speed Demon struggled in Heavy Metal's grip.

"Too slow…" Heavy mocked in his low, mechanical voice.

The Transformer threw Speed Demon further, into a floating boulder, but the Kineceleran was quick.

Speed Demon came run-jumping back; Shroom was ready for him.

Shroom had rooted into the rock, and spread his roots over its surface.

Speed Demon tripped and stumbled through the roots, which took away his agile speed.

Arson and Scream snuck up from behind; Shroom shielded himself from their attacks behind his mushroom-top.

There was a flash of green light, Invader emerged; a metal claw, from his PAK, hit Scream into a hoard of insect-like aliens.

The Lepidopterrans (stink flies) and Necrofriggians (big chills) were agitated by Scream's shrill cries, and began attacking.

A Lepidopterran doused Arson in goop; a Necrofriggian had froze Thep.

Star Fire was quick to escape, while his enemies were attacked, although he was still followed by Speed Demon and Screams.

The orange alien nosedived, discovering some sort of water body below.

Green light flashed; Rock Lobster smiled and waved "goodbye" as he plunged into the water.

Rock Lobster rested, relieved, as down here he thought he was safe.

A Piscciss Volann lurked through the muddy waters, and Ben recognized it immediately although he'd never seen the alien.

The Piscciss Volann resembled Ripjaws, despite his darker colored scales, a clawed out eye… and the most outstanding feature, its red luminescent dangler.

The Piscciss Volann slashed at Rock Lobster, who, for a short period, managed to evade the monster's claws.

Razor-sharp teeth closed on Rock Lobster's throat.

Old Red's teeth couldn't pierce the Decopodian's tough, armor-like shell.

Rock Lobster squirted ink out at the red dangler'd Piscciss Volann.

It doubled back, discouraged by the darkening oil; Rock Lobster took this chance to escape.

He shot up, out of the water, and landed on a floating rock.

There was a flash of green light; Grey simply sat, Ben catching his breath.

Fire rained down, nearly melting him; there was a flash of green light and Star Fire rocketed away from Arson.

Ben was growing both frustrated and exhausted of this game of cats-chase-mouse.

Right now, he'd love nothing more than to be reunited with Todd and Grandpa.

***

Benum web-swung from floating rock to floating rock, trying his best to avoid Thep, Scream, Arson and Speed Demon.

Thep was closest behind Benum; he swung from rock to rock too, but more like Wildvine would.

"Ben…" Thep called after him, his voice no longer so hoarse.

Invader, who clung to a rock with the four metal legs which sprouted from his PAK, turned to face the mummy-like alien.

Thep's eyes weren't menacing, blood thirsty; they were unexpectedly… pleading?

Before bandaged hands could grasp the Irken invader, Invader's SIR unit rocketed out of seemingly nowhere.

The small robot grabbed the green alien and flew off, through the Null Void.

"SIR unit," Invader questioned, "but how?"

Just then red light flashed; "not now!" Ben screamed, aggravated.

He and the deactivated SIR unit went falling, down into the abyss.

Thep, Arson, Speed Demon and Screams were catching up, but Ben was caught by a friend.

Todd had caught him; they hovered there, via Todd's plumber-jetpack.

A fire ball blasted by; Todd rocketed away from Arson, to a projection that led back into their universe.

Speed Demon was right beside them, run-jumping from rock to rock, but stumbled and fell when Ben kicked him in the face.

The two boys were inches away from their portal home when Scream began pulling at Ben's foot.

Scream managed to rip Ben from Todd's grasp; Todd couldn't stop at his speed and flew right through the portal.

Ben kicked the Sonorosian away; the hole was quickly closing, and he knew it.

He ran from Scream and jumped into the vortex.

The hole's shrinking accelerated when Ben traveled through it; the projection closed around his waist.

There was a small explosion, but big enough to send Scream flying into a floating boulder.

***

Ben exited the vortex, much faster than he'd entered, and slammed into the RV.

It sounded painful.

Ben, smoking, stumbled over to Grandpa.

"Ben," Grandpa concerned, "are you ok?"

"Yeah," Ben mumbled, then grabbing the Null Void projector.

Todd, who'd been rushing to see if Ben was alright, asked "Ben, what're you doing?"

Ben pulled the projector's trigger, a moment passed; Thep climbed through, then the vortex closed.

He handed Ben Invader's SIR unit; "you dropped this," he said.

Ben took the robot from the mummy-alien, smiling; Todd and Grandpa only stood there in awe.

"You two remember Thep, right?" he unnecessarily asked them, "I think…" then looked to Thep, who shook his head 'yes,' "I think Thep's now an ally."

Ben's knees buckled, he fell to the ground, unconscious; smoke still drifted about him.


	10. Midnight Dip

Ben 10 alternate universe

"Midnight Dip" chapter 10

"I'm sure that you, a plumber, would have some sort of container for this coronium," Thep said, "I will not need it while I sleep."

This discouraged Grandpa's thoughts of the mummy attacking in their sleep; he went to look for the container Thep had requested.

"So," Thep asked Ben, "where do I sleep?"

After Thep put his coronium in the container Grandpa had found, Grandpa told Ben to look in the RV's storage closet.

He found a pile of ropes that seemed to be tied together, which Grandpa told him to grab.

Thep took the rope from Ben, it hung in his bandaged hands, "what is this, a joke?"

"No," Grandpa answered, "it's a hammock."

Grandpa took the rope hammock from Thep, and then walked into Ben and Todd's bedroom.

He hung it from two notches that stuck out from the wall, "see?" Grandpa inquired.

Todd yawned, "I'm beat too, kid," Thep answered Todd's yawn.

He climbed into the hammock and gently rocked it side to side.

Ben had thought that Thep found the worn, aged rope hammock to be comfortable, despite calling it a 'joke' earlier.

"Well, goodnight boys," Grandpa said, before walking to his bed.

"Goodnight Grandpa," Todd and Ben had hollered back.

After a moment Thep coughed a "yeah, goodnight Gramps."

Ben stripped to his underwear and climbed into bed.

"So, where do you sleep?" Thep questioned Todd, who was undressing.

There was an awkward silence, Todd stood in his underwear; he'd been somewhat spooked by Thep's raspy voice.

"I… uh… sleep with Ben," Todd finally replied.

Thep lay there a minute or two, comprehending that; "oh," he replied, just before falling asleep.

**time skip

Thep awoke suddenly; there was a sharp pain in his stomach and his throat felt dry.

He glanced over at the boys; they'd fallen asleep an arm's length in between them, perhaps shy to show affection in front of Thep, but now they were held tight in each other's grip.

"Gag me with a spoon," Thep chuckled, climbing out of his hammock. "I thought he was Ben 10, not Ben Dover," Thep laughed at his own joke.

He exited the Rust bucket coughing, the pain in his stomach becoming worse.

He'd discovered a lake, which he soaked in; this eased the pain.

After about a half an hour the hurt had disappeared completely, he felt refreshed.

Thep proceeded to climb out of the water, and started towards the RV.

He climbed into his ragged hammock; _this isn't so bad _the mummy thought.

Ben was awakened by rapping knuckles on his naked chest; this had become Todd's way of saying "wake up, beautiful."

The two walked out to the _pop_ popping sound of what could only be described as the noise cooking bacon makes, yet the smell said otherwise.

The smell, more of an odor, was of dead, week-old fish.

Thep sat at the table, picking at the grease fried breakfast on his plate.

Even he, the alien, couldn't find Grandpa's cooking to be anything but gross.

Todd and Ben sat down opposite Thep at the table; Grandpa served them each a plate.

"Psst," Thep whispered to the two boys across the table, "does he always cook like this?"

The both of them nodded, smiling at Thep's disgusted expression.

Green light flashed and Rock Lobster sat where Ben had; he proceeded to eating the breakfast Grandpa had prepared.

As Rock Lobster, Ben had found the fish-like meal to be cuisine.

"Oh yes," Thep exclaimed, "I almost forgot that you could become a Decopodian. Listen, there's a lake near here. If you hadn't much time to use this alien's ability to breathe underwater, I would take the chance now. It's really quite exhilarating to explore below."

"Alright," Rock Lobster answered, "Grandpa, can I go to the lake?"

"Yeah," Grandpa answered, "we'll go."

He walked to the driver's seat and started up the RV, "Thep, could you navigate?"

"Sure," the tattered mummy answered, "it was dark, but I think I have vague memory of how to get there."

**time skip

Todd swam in the lake, Rock Lobster diving down then coming up to do flips over him.

Grandpa sat near the lake, under the Rust bucket's canopy.

He'd found a fishing pole in the RV's storage closet; it was something productive to do.

Thep waded in the water, careful not to completely soak himself.

Rock Lobster dived deeper, exploring the lake's depth; seeing fish ever so often.

_Thep was right_, Ben thought _this is exhilarating_.

"I feel frisky as a squid on Tuesday!" Rock Lobster joyfully exclaimed.

The omnitrix flashed red, and Ben decided he'd done enough swimming.

"Let's go," Ben said to Grandpa, "I got a lot to see before vacation's over, don't I?"

A hardy chuckle escaped Grandpa; "yes, let's go," Grandpa shouted, "Ben's got a world to see!"


	11. Ben 10 vs the Negative 10

Ben 10 alternate universe

"Ben 10 vs. the Negative 10" chapter 11

They'd driven quite a bit before making their first stop of the day.

They were in a mall's parking lot, "here," Grandpa said to the three, handing them each a small amount of money.

"That's all that you'll get from me," Grandpa explained, "so when it's gone it's gone. Don't expect anymore."

Ben ran out of the RV and into the mall, followed by Todd and Thep; slow moving Grandpa eventually made it inside.

Ben smiled at the multiple stores; _this isn't a mall, it's an amusement park!_

"So um," Thep began, then stopping to clear his throat, "what do you suppose I should buy?"

A few shoppers would stop to stare at the mummy-like alien.

"Well," Todd answered, "you could buy another controller for Ben's game system."

"Yeah," Ben agreed, "then we could all play Sumo Slammers at the same time."

"That game system's Korean or something," Thep complained, "you really think they would sell accessories to some foreign device here?"

"Thep," Ben said, "this is a fucking mall. I bet there's some mineral boutique that sells coronium."

But before they could search for said boutique, the three were confronted by a middle-aged black man, holding what appeared to be a Null Void projector.

"Step away from the kids, Thep Khufan," the random man demanded.

"Now!" he exclaimed; Thep was reluctant to do so.

Ben had no idea who this character was, but he had a Null Void projector, surely he must be a plumber.

The frustrated man tried a different approach; "kids, move out of the way."

When neither Ben nor Todd did so, the man shouted "fine, I'll send you two to the Null Void just the same!"

"Marcus, wait!" Grandpa yelled, running over to the black man, but it was already too late.

The gun had projected a Null Void vortex; Thep wrapped around whatever he could to prevent being sucked inside, grabbing Ben and Todd to prevent such a fate.

Ben dialed through his watch, there was a flash of green light and Sneakers appeared.

He hadn't exactly meant to change into Sneakers, but Ben 'going hero' at all would be unnecessary.

What happened next happened so fast, it was unclear what had actually happened.

A glimpse of red, Marcus suffered a blow to the head, and the Null Void projector had disappeared.

With the Null Void projection long since gone, Grandpa engaged Marcus in conversation.

"Are you alright?" Grandpa asked the black plumber, who was lying on the ground.

"I think so," he answered, rubbing his head, "something hit me."

"Guys, this is Marcus," Grandpa said to the three, "he's an old plumber friend."

"Are these three your allies?" Marcus inquired, referring to Ben, Todd and Thep.

"That's my grandson," Grandpa explained, "he found the omnitrix."

"Yes," Marcus agreed, "I figured as much, seeing him turn into that Meekrob."

"This is his good buddy, Todd," Grandpa continued, "and this is Thep. I have a feeling that he is why you projected that Null Void vortex, but trust me; he might've done wrong in the past but he's changed."

"Max," Marcus said to Grandpa, "I can always trust you. Sorry about the misunderstanding, Thep."

"Eh… it's ok," Thep replied.

"Hey Mark," Grandpa said, "where's Slick? You two still hang out?"

"Oh yeah," Marcus answered, "We're still doing a lot of plumber work together. Today we came to this mall; you know, to take a break from all the plumber business. I didn't expect to run into anything alien. Um, I think Slick's up at the guitar center."

The two of them continued to babble to each other; Sneakers looked to Todd, then Thep.

Thep shrugged his shoulders, "let the old men catch up."

The three walked away from the two plumbers, intent on buying some stuff.

Since Ben had become Sneakers, he used his power to temporarily rid the omnitrix of its limiter; he spent most of their time shopping as different aliens.

At the video game store, in which Thep bought his controller, Ben had been Stitch.

He was Invader when he bought a sequel to the original Sumo Slammers, then as Grey he bought some liquor and Doritos.

He'd been Benum when Todd finally worked up the courage to buy some condoms and he was Star Fire when they were visiting the mineral boutique.

Thep had had just enough money left to purchase a small lump of coronium.

Star Fire, Todd and Thep were sitting at a booth in the food court, drinking smoothies and eating chili fries, when Grandpa, Marcus and Marcus's partner, Slick met up with them.

Slick was a Splixson, and greatly resembled Ditto.

He walked over to them, carrying two guitars.

**

Back in one of the mall's stockrooms, Speed Demon stood holding the Null Void projector.

He'd escaped the Null Void when Marcus had projected the vortex; he hit the plumber and took his device.

Speed Demon had been messing around with the Null Void projector, trying to properly work the complicated plumber technology.

At last a vortex was projected from the gun, and out the villains poured.

First Arson, then multiple Screams, the Piscciss Volann with the red luminescent dangler, and finally a Transformer climbed out of the vortex.

The Transformer smiled a sinister grin, "at last we will meet."

**

"Slick's somewhat of a guitarist," Marcus explained, "it's a shame he doesn't enjoy a jazzier instrument, like the saxophone."

"No way!" Star Fire exclaimed, pausing to take a sip of his smoothie, "I play guitar, too."

"I'm pretty good," Slick bragged, "listen."

He split into two; each Slick held a guitar and they began to play "animal i have become" but the performance was interrupted.

Balls of fire exploded into the food court.

"What's going on?" Todd yelped.

"Arssson," Benum answered grimly.

He ran out towards the Pyronite; Scream popped out from seemingly nowhere, and a sonic attack rocked Benum's skull.

Benum screeched out in pain, green light flashed and Sneakers retreated back to his allies.

"I could use your help," Sneakers said to Grandpa, Todd, Thep, Marcus and Slick, "but I wouldn't request your help when you're all so vulnerable."

With that said, Sneakers used his powers on the five, _upgrading_ them.

There was yet another green flash, and Heavy Metal, in the form of a jeep, sped back into the fight.

He'd run over multiple Screams, before being confronted by another Transformer.

"Hello, Ben," the Transformer said, "If you consider yourself an autobot, I suppose I'd be a decepticon."

"Who are you?" Heavy Metal asked, now in his robot-like form, "What the hell are you talking about?"

Ben hadn't noticed, but the Transformer opposite him greatly resembled Heavy Metal, in fact, the only visual difference was his faded color.

"Oh, I'm sorry Benjamin," the Transformer replied, "first appearances are so very important. Let me change into something more comfortable."

There was a flash of blue light, and a boy stood where the Transformer had.

If Ben hadn't been Heavy, he'd swear he was looking in a mirror.

This boy greatly resembled Ben Kirby Tennyson, except he had black hair and blue eyes.

There was a flash of green light, and Ben stood opposite to the boy; he wasn't sure why he'd returned to his human form, he just, for some reason, felt it to be necessary.

"Ben, when you were exiting through that vortex you didn't make it. You were caught between the Null Void and this world. That vortex ripped you apart, not physically, but perhaps spiritually. You returned here, feeling better than you had felt in a very long time, am I correct? I was what had ripped from you, and you stuck me in the Null Void. I am your frustration, Ben. I am your stress, your pent up rage over the years, your feeling of guilt and aggression."

Ben stood there; _this is all so hard to believe _he thought.

"And look, there's more," the blue eyed boy continued, holding up his left wrist, "I've an omnitrix of my own. I would think the average being, no matter what species, would've been literally torn into pieces; but you sport the omnitrix Ben, perhaps that is why you survived."

This was too much; Ben decided to do some talking.

"Who're you?" he asked.

"Oh, Ben," the boy replied, "haven't you been listening? I'm sort of your alter ego."

"Do you have a name?"

"Well, names are something a parent gives its child, right? Since you and the eternal nightmare rift between this world and the Null Void created me, I should respect you enough to give me a name."

"Eh..." Ben began, awkwardly thinking of some random name.

"Oh fuck off," said the boy opposite Ben, "I have no dependency on you; you abandoned me in the Null Void for Christ's sake. Since I'm you, and you're essentially good and I'm quite the opposite, I've become Negative Ben. And these aliens this 'mock omnitrix' allows me to turn into, I refer to them as the Negative 10."

Negative Ben grinned grimly; there was a flash of blue light and Negative Benum stood in Ben's presence.

Negative Benum was brightly colored red, closer resembling Carnage rather than Venom.

"Now Benjy," announced Negative Benum, "I will have my revenge."

The symbiote charged towards Ben, slashing at the air.

Green light flashed, and Rock Lobster was slashed by Negative Benum's claws.

The claws barley left a scratch on Rock Lobster's armor-like shell.

"Ha," Rock Lobster daunted before countering Negative Benum with _his_ claws.

A battle raged around them between Ben and Negative Ben's allies.

Two Slicks wrestled off Screams, while Marcus fought the Piscciss Volann.

Grandpa had been in combat with Arson while Todd and Thep were attacking Speed Demon.

Rock Lobster had been continuously swiping at Negative Benum.

He'd finally been able to make contact with the red symbiote when a Scream's attack had unintentionally affected Negative Benum, giving Rock Lobster his chance to strike.

Negative Benum cried out in pain; Scream's attack had rattled at his brains, Rock Lobster had clawed him, and he was becoming quite frustrated.

Blue light flashed and Negative Star Fire had replaced Negative Benum.

Negative Star Fire, like Negative Ben, had black hair and blue eyes.

Unlike Star Fire, Negative Star Fire's fire-like energy was blue.

Negative Star Fire fired bolts of the blue fire-like energy at Rock Lobster.

There was a flash of green light and Shroom stood where Rock Lobster had, using his mushroom top as a shield.

Green light flashed again, and Stitch stood in Shroom's place.

Negative Star Fire's bolts had no effect on Stitch; perhaps because he was fire-proof.

Stitch ran towards Negative Star Fire, pouncing into the air to slash the floating Tamaranean.

There was a flash of blue light and Negative Invader uppercut the koala-like, alien experiment.

Stitch lay on the ground, rubbing his bruised chin; "we are even opponents, we are essentially each other, aren't we? To have the same fighting skills, you and I, it's almost expected," Negative Invader continued, laughing grimly, "but I have no morals, unlike you. I have guts; I've the fire in my belly to finish you off."

"Perhaps," Star Fire admitted, "but you won't kill me."

"Why is that?" Negative Invader questioned, somewhat amused.

"Because guys like you are stupid, you're easily distracted," Star Fire continued, Ben's anger building, "and besides, you _talk_ way too damn much!"

Star Fire shot a star bolt of green energy at Negative Invader; the Irken invader was blasted into the Mall's fountain, in which the Piscciss Volann resided.

There were shrieks of pain, as the Irken species did not react well with water.

Blue light flashed and Negative Rock Lobster, who sported an oily, rust-colored shell, arose from the water.

"Nice try, Benjamin," Negative Rock Lobster mocked, "you apparently know more of the omnitrix and its aliens than I, but I manage."

Star Fire emitted green flame out his fingertips; blue light had flashed and Negative Heavy Metal stood in the green fire.

"Ha," Negative Heavy Metal laughed, "metal does not burn."

"Thanks for the science lesson, professor," Star Fire replied sarcastically.

Ben thought while firing star bolts at Negative Heavy Metal, _I know metal doesn't burn, and whatever a Transformer's made of resembles metal too greatly_. _I need something that will burn_.

There was a flash of green light; Shroom was rooted into the ground.

Roots came up through the mall's tile floor, tightly wrapping around Negative Heavy Metal's feet, planting him firmly to the ground.

Another flash of green light, and Rock Lobster stood in Shroom's place.

Oily ink spouted from Rock Lobster, covering Negative Heavy Metal in the greasy substance.

This ability, to squirt ink, is the Decopodian's basic defense, which scares away predators; Ben was simply using this technique offensively.

After he'd drenched Negative Heavy Metal in the oily, inky fluid, Rock Lobster sprayed a trail of it.

The trail of ink led from Negative Heavy Metal to Arson, who'd accidentally light the oily substance.

Rock Lobster smiled, waving a claw "goodbye" to the Transformer, as he exploded backward.

_Phew _Ben thought, _perhaps I'll help Mark with old Red._

Turning his back to Negative Ben had been a mistake; Negative Star Fire flew forward, grabbing Rock Lobster and the two of them broke through a window.

When outside, there was a flash of green light.

Negative Star Fire still held onto Ben, even though he was now Heavy Metal; in jet form.

The Heavy Metal-jet blasted away from Negative Star Fire's grasp.

Ben as the Heavy Metal-jet u-turned, accelerating towards Negative Star Fire.

When close enough to Negative Star Fire, green light flashed and Benum grabbed onto the orange-skinned alien.

The force Benum had behind him, plus his weight, kept Negative Star Fire from staying afloat.

Benum clawed at the omnitrix faceplate (Swampfire's is on his chest) on Negative Star Fire's waist; blue light flashed and Negative Ben had morphed into Negative Ben Diez.

"You're right," Benum explained to Negative Ben Diez, "I sure know a lot more about the omnitrix and its aliens than you do."

Benum had somewhat controlled his tongue, although there was some hiss.

The two hit the ground, Benum landing feet first atop Negative Ben Diez; there was a sickening _crunch _sound, the sound of a hard taco forced into asphalt.

Negative Ben Diez lay in pieces; beef, cheese, tomato, lettuce and sour cream debris littered the mall parking lot.

"Yuck," Benum exclaimed, wiping taco sauce off the bottoms of his feet.

Ben felt victorious; he'd beaten his Negative self, yet there was still a battle in the mall.

With a green flash of light, Star Fire flew up through the broken window, back inside.

**

Grandpa stood aside a beaten Arson, holding a fire extinguisher.

Marcus had deep gash wounds, but had managed to pull the Piscciss Volann with the red luminescent dangler out of the fountain; old Red had become unable to fight.

Speed Demon lie on the ground, tightly wrapped in Thep's bandages.

Todd and Thep were now helping Slick fight off the remaining Screams.

"Hey you guys," Invader said to Thep, Slick and Todd, "need some help?"

"We'd appreciate it," Thep remarked; "Scream just keeps multiplying, like a douche."

Invader's SIR unit had rocketed into a Scream, knocking it unconscious.

"Further assistance required, master?" the red-eyed robot asked Invader.

"Yes," Invader demanded, "continue attacking the Sonorosians."

"Yes, sir," the obedient SIR unit obeyed, proceeding to kick another Scream in the shin.

"Slick," Invader questioned, "why don't you multiply yourself, to counter Scream's?"

"Ben," Slick explained, "a Splixson's ability to duplicate is more advanced than a Sonorosian's."

"Oh," Invader replied.

"I'll explain it later, Ben. Right now we have business with Scream."

The seven of them (Invader, Todd, Thep, two Slicks, Marcus and the SIR unit) fought off the several Screams until Grandpa appeared with his Null Void projector.

Grandpa sucked all the Screams into the vortex; first the ones able to fight, then the many Screams that had been knocked out.

After Grandpa had put every last Scream in the Null Void, he sucked Speed Demon, Arson and the Piscciss Volann with the red luminescent dangler into the vortex.

"Ben," Grandpa addressed Invader, "I couldn't find that Transformer."

"Yeah," Invader stated, "he realized he would lose our battle, so he fled from the fight. He'd be long gone by now."

"Don't worry, Ben," Marcus proclaimed, "he escaped the Null Void with all the rest I assume. He should have a record, we plumbers will find him."

"Yeah," one of the Slicks said, "we'll find him," said the other.

There were small fires spread throughout the mall.

"The firefighters can take care of that," Grandpa assured Ben and Todd.

Red light flashed; Ben and the two Slicks ran over to the area of the food court where they'd been sitting.

Ben walked back with two bags containing what he, Todd and Thep had bought, each Slick returned with a guitar.


	12. Schooled

Ben 10 alternate universe

"Schooled" chapter 12

Ben entered the Rust bucket falling asleep.

He'd just finished an exhausting battle with his cliché evil twin, and was ready to rest.

Ben walked into the bedroom he shared with Thep and Todd, threw the bags of bought items and his SIR unit to the ground, and climbed into his and Todd's bed.

He was asleep before his head hit the pillow.

He awoke as always to Todd's rapping knuckles on his naked chest.

Ben didn't remember taking off his clothes, but figured he had sometime during the night.

Todd was mounted on top of Ben, he kissed him lightly on his lips.

The two walked out of their room, Ben was smiling and his face was a bright red.

Grandpa sat the table eating cereal; Thep was playing Ben's new Sumo Slammers game.

His eyes were shadowy black and hollow again, Ben assumed he'd either used up all of the small lump of coronium's nutrients or had put in his container.

"You guys want to play?" Thep asked playfully.

"Yeah, I'll go get that controller we bought yesterday," Todd said in reply.

Ben grabbed the second controller and sat next to Thep on the couch.

"Good morning Grandpa," Ben said, "hey where's your plumber friends, Mark and Slick?"

"Oh, after you fell asleep," Grandpa explained, "Marcus and Slick had to leave. They had more plumber business to attend to."

_Grandpa seems to be acting strange _Ben thought; _I've never seen him eat cereal_.

Todd returned with the third Korean game system controller.

The three of them played the Sumo Slammers sequel in campaign mode for a long time.

Ben paused the game; "I have to piss," he explained.

Ben had pulled down his zipper when a black figure appeared beside him.

The figure was entirely black, save a few white dots that resembled stars.

The shadow figure reached an arm and grabbed awestruck Ben's shoulder.

There was a blink of luminescent light; Ben and the figure were no longer in the RV's bathroom.

"Who are you?" Ben inquired, zipping up his pants, "where are we?"

"I am Alien X," the black figure explained.

There was a flash of green light and an older Ben Kirby Tennyson stood where Alien X had, "and I am Ben 10,000."

"So y-you're me, but older?"

"I'm you Ben, fifteen years older. I'm referred to as Ben 10,000 because I've mastered the omnitrix, therefore I can turn into 10,000 different aliens."

"Of course," Ben said in understanding.

"This is my headquarters. Here many organizations meet; the Galactic Enforcers, the Teen Titans, the League of Robots, DOOP, SACT, S.H.I.E.L.D., Underfist, and of course the plumbers are all examples of groups I cooperate with."

"Wow, that's cool."

"Yes," Ben 10,000 agreed.

"I've met Azmuth, a Galvan and the creator of the omnitrix. He explained to me the secrets of this device," Ben 10,000 said, pointing at his omnitrix. "I am somewhat of a celebrity; a superhero. I'm famous as 'Ben 10,000 hero of heroes.' There are very few evildoers nowadays; even fewer that give me and my many aliens a challenge anymore."

Ben 10,000 continued to further explain his aliens, the fact that he's unlocked the master control function, and the many possible ways he'd discovered new aliens that were once dormant inside the omnitrix.

Some aliens were discovered at random, Ben 10,000 explained; Cannon Bolt for example.

Few were added in by those who had such knowledge, for instance: Upchuck and Way Big.

Most were gained by the omnitrix's sampling of DNA; an example would be Benwolf.

"Phew," Ben 10,000 sighed, "are you ready to go back to your time?"

"Already?!" Ben "there isn't some futuristic threat that you needed my help to defeat? And you're not going to warn me about some serious matter? We just talked."

"Precisely, Ben," Ben 10,000 agreed, "a little knowledge goes a long way."

A flash of green light, and Upgrade stood in Ben's presence.

The Galvanic Mechomorph hacked into Ben 10's omnitrix, _upgrading _it.

Upgrade jumped out of Ben's omnitrix; again green light flashed and Ben 10,000 stood where he had.

"What'd you do?" Ben inquired.

"I've permanently removed your limiter," Ben 10,000 explained, "you can change from alien to alien, and stay alien as long as you want now."

"Thanks, um… but why now?" Ben asked, somewhat fearful.

"Huh?" Ben 10,000 asked, as if not fully understanding Ben's question.

"Why now, of all times, would you decide to rid me of this inconvenience?" Ben reiterated.

"Well, I do kind of have a warning. You do know a battle with Vilgax is inevitable, don't you? I just felt that it was somehow my responsibility to prepare you."

"Oh," was all Ben could manage.

There was a flash of green light, Alien X stood where Ben 10,000 had.

Yet another flare of blinding luminescent light and Ben found himself once again standing in the RV's bathroom.

With all the commotion he'd forgotten his urge to pee; now he suddenly remembered.

After he finished his business, he walked out and rejoined Todd and Thep in their game.

Ben's nose cringed at whatever he smelled his grandfather cooking.

He laughed and played with his friends; the entire incident from inside the bathroom seemed so far away to him now, felt almost as if it were a dream.

He'd lost interest in the Sumo Slammers game, now he stared at Todd.

He smiled at the growing erection that tightened his pants; he shot forward and kissed Todd on his warm cheek.

Todd, excited but completely caught off guard, blushed a harsh red.

Ben grabbed him by his hand and led him into their bed.

His hands worked ever so easily against Todd's belt, then his zipper.

Soon Ben had his prize, the huge boner his farmer-boy boyfriend sported, stood erect before him.

A seductive grin appeared on Ben's face, he held Todd's cock in his hand and massaged up and down.

Todd moaned in pleasure; Todd's groans drove Ben wild.


	13. Climax

Ben 10 alternate universe

"FLClimax" chapter 13

Ben awoke to rapping knuckles on his chest, yet there seemed to be something wrong in his usual routine.

It was dark; Ben's spontaneous sexual act was around lunchtime, and afterwards he and Todd had fallen asleep.

Apparently Todd was just waking up, at what felt like one in the morning.

Instead of getting up right away, they only lay there snuggling.

Ben stared into Todd's blue eyes; "I think I love you."

***

Ben and Todd walked out of their room; they were at least decent, as they were wearing some rarely worn pajamas.

They were somewhat confused to see Grandpa sitting at the wheel of the RV; Thep sat in the passenger seat.

Suddenly the two boys realized that the Rust bucket was moving; Gramps had been driving for some time now.

"What's going on, Grandpa?" Todd questioned.

"Where're we going?" Ben added.

"South Dakota," Grandpa replied, "the sunshine state."

"South Dakota?" the teenagers asked in unison.

"So why are we going there?" Ben inquired.

"Plumber business," Grandpa answered.

Ben and Todd grew excited, as if this was the answer they'd wanted.

In spite of his joy, Ben's stomach growled; "hey Gramps, I'm hungry," it said.

"There's smoked sheep's tongue in the fridge," Grandpa explained.

Ben stuck out _his_ tongue in disapproval; Todd continued to get their Sumo Slammer cereal and Grey's stash of donuts.

"And there's coffee on the counter," Thep added, emphasizing this fact by raising his own steamy mug.

A bandaged hand grabbed a donut; Grandpa was offered one but refused.

"These are healthier," Grandpa said, pointing to a bowl of slimy worms, which he'd apparently been snacking on while driving.

Ben only furiously shook his head at Grandpa, then pointed at his cereal bowl.

"Ha," Thep laughed, "I think Grandpa and Rock Lobster have the same taste in foods."

** *

They arrived at the plumber's base, which happened to be in South Dakota, more specifically, Mt. Rushmore.

They meet an old partner of Grandpa's, Phil, at the base's entrance.

After a brief "haven't seen you in awhile" conservation, Phil tells Grandpa where to go.

The mummy-alien and two teenage boys followed the old plumber to one of the base's larger rooms.

In this room there were familiar faces, Slick and Marcus.

There were three others inside this room that Thep, Ben and Todd didn't recognize.

Grandpa introduced them.

"Ben, Todd and Thep," Grandpa exclaimed, "This is Cooper," he explained pointing to the blonde-haired, blue-eyed, teenage boy.

"This is Cooper's grandfather," Grandpa continued.

"How're you doing, Max?" the older man said, smiling and shaking Grandpa's hand.

"And this is Rip," Grandpa finished, pointing at the Necrofriggian.

Rip somewhat resembled Big Chill; although he was snow white with pink tinge.

Grandpa and Cooper's grandfather walked over to Marcus and Phil; Slick had been with Marcus, but was now walking over to the group of teenagers and aliens.

Ben and Todd were socializing quite a lot with Cooper, and through conversation they discovered his unique ability in working with technology.

"Yeah, my grandpa says that my brain must look like the inside of a computer."

"He's like a Galvanic Mecomorph," Rip added, "well… mentally."

Thep turned to Rip, "so are you the used-to-be-bad, scary alien in your group?"

Rip raised his eyebrow in confusion; "what?"

"Well, I travel with these lunatics," Thep explained, pointing at Ben and Todd, who had shot him childish faces, "and their grandpa. I saw a teenager," referring to Cooper, "and an old plumber," he said, referring to Cooper's grandpa, "so I assumed you were their alien."

Rip smiled.

"No, I wouldn't put me in their group. But I do more often than not aide, or am aided by Cooper and his grandfather when dealing in plumber affairs."

As Rip explained this to Thep, he'd ruffled Cooper's hair; Cooper pulled away from Rip's cold hand, blushing brilliant red, embarrassed.

Rip had become like an older brother to him, and he could only assume that Ben and Todd shared the same relationship with Thep.

"I may better relate with your situation, Thep," Slick chimed in.

"Seeing as Rip travels alone, and I'm partners with Marcus. Though I suppose we lack Mark's grandson."

***

"More plumbers are coming," Ben overheard Phil say.

He realized that he and Todd hadn't been given much of an explanation as why they were at this plumber base.

"Slick, Rip," Ben started, "you're plumbers, right? You've any idea why we're here?"

"Sorry sport," Slick replied, "Grandpa hasn't told you?"

"There's negative alien activity," Rip said in his ghoulish tone, "a lot of it… it doesn't look good."

As if on cue, the lights flickered.

For maybe twenty seconds, it stayed dark; Todd's grip on Ben's hand had tightened during the blackout.

The lights came back on, brightening the room once more.

There was a moan from the group of old plumbers.

"Fuck!" was screamed; Ben thought it had been Marcus.

"What's wrong?" Slick cried out.

"The screen's blank. Whatever alien activity had been on it's now gone. Fuck, fuck!" Marcus answered his partner.

For a moment there was silence.

The metal door, which could only be entered or exited through with the correct password, until now, melted of its hinges to the floor; three figures walked into the room.

All ten of them (the five plumbers, three teenagers, Thep and Rip) were quick on their feet; Rip had _unfolded_ his wings and hovered above them.

"Surrender," the Aerophibian demanded, "we only want the omnitrix."

There was a flash of green light; "fat chansss," Benum hissed.

"I recognize these three…" Cooper's grandpa stated, "don't you Cooper? Rip?"

"… oh yeah!" Cooper exclaimed, just remembering who the three intruders were; he'd fought them before.

"Bo," he said pointing at the Aerophibian.

Bo had red wings and a red face; his body was yellow.

"The last time we (my grandfather, Rip and I) fought you, you and… and… Glop!" he pointed at the blue Polymorph.

Glop resembled Goop, though he's blue instead of green; he'd been the one to melt the door.

"You and Glop were trading tech with the Forever Knights," Cooper finished.

"And he," Rip said to Benum, "is Six Six."

The armored alien roared some incomprehensible garbage.

"You've evaded us long enough, Ben Ten," Bo said; it was unclear whether Bo had ignored what Six Six had said or was agreeing with him.

Ben was hesitant; Glop had grown impatient.

"We haven't the time for this!" Glop declared, "Vilgax wants that omnitrix and I'm going to take it, right now."

The blue Polymorph jumped out at Benum; his UFO-like machine was swatted away by Rip, and a harmless blue puddle lie in front of the symbiote.

Everything afterwards happened so fast.

The UFO-like thing returned, Glop was back in control; Six Six and Bo flew around, shooting energy blasts and plasma ammunition in every direction.

The plumbers shot back with their standard-issue guns, with little effect.

Rip circled the air, dodging Bo's and Six Six's attacks, but also fighting back.

Freezing vapor clouded the room; Benum charged forward, slashing at Glop.

***

Rip had frozen Glop solid.

He'd also froze his UFO-like machine; the layer of ice made it too heavy for flight and Rip chucked it down the hallway.

Thep struggled with Bo; his bandages wrapped around the Aerophibian, yet Bo still flew.

It looked like Thep were flying a Bo-kite.

Invader and his SIR unit fought Six Six.

Six Six screamed some more incomprehensible speech.

"Liar!" Invader yelled, pulling out a cable from Six Six's jetpack with a metal claw.

Without the wire, the jetpack malfunctioned, sending Six Six into a wall.

Bo ripped out of Thep's bandage-grip, and exited through the melted doorway.

"Don't worry," Invader said; green light flashing, "I'll get him," Star Fire finished.

Star Fire grabbed Todd, and flew through the door after Bo.

Star Fire shot green energy bolts at Bo, who led him outside.

The cold night air chilled him, he shuddered.

He let Todd down to the Mt. Rushmore stone, he'd lost track of Bo.

Without warning, a clawed hand grabbed Star Fire.

A finger tapped Star Fire's faceplate, (somewhat like Benum had done to Negative Star Fire; chapter 11) and red light flashed.

Vilgax laughed; there wasn't much humor in this laugh, at the boy in his grip.

"So you're the one that all those bounty hunters couldn't retrieve," Vilgax growled, "Billions of beings on this planet, and the omnitrix winds up on the wrist of a foolhardy youth!"

Ben, who felt very vulnerable in the fist of Vilgax, with the added disadvantage of a non-working 10-alien-watch, began to scream.

Again Vilgax laughed that humorless chuckle, then turned away from Todd back to his ship.  
***

Rip phased through the stone; "what's wrong, Todd?" Rip asked, "You look as if you've seen an Ectonurite."

There was a soft chuckle from the Necrofriggian.

"That's just a little plumber humor-" Rip was cut off.

"V-V-V-Vilgax, he's g-got B-Ben!" Todd cried out, tears streaming down his cheeks.

Rip, now serious, asks Todd: "where are they To-" and once again he was cut off.

This time, he'd been cut off by Vilgax's ship launching.

Rip grabs Todd, (Todd's tears actually freeze on his face) then flies high enough to see where Vilgax's ship is.

Once spotted, Rip flies over and into the massive ship; "we have to work fast," Rip explains to Todd.

***

"Hey squid face," Ben yelled at the infamous Chimera Sui Generis, "let me go!"

"You're in no position to give orders, punk," Vilgax explained to Ben, who he'd imprisoned with a bunch of energy beams.

There was an annoyed groan from Ben, _why isn't the omnitrix working_?

Vilgax had been messing with the controls, fucking with the coordinates or something, then became frightfully puzzled.

The many buttons and controls, the panel itself, suddenly froze solid.

Vilgax clumsily smashes the iced machine, and roars in frustration.

"Who's responsible?" Vilgax demanded, "Show yourself!"

Rip appeared above the broken machinery, which cables sparked electricity.

"You've made a grave mistake, going against my wishes in a foolish attempt to recover the omnitrix."

A clawed had slashed at Rip, but he'd become intangible.

Vilgax grew frustrated, wiping frost off his paw.

Unaware that Rip was merely a distraction, Vilgax continued battling him.

Todd reunited with Ben, and was trying to figure the way to free Ben of these energy-shackles.

Vilgax, glimpsing over to Ben in mid-battle, grew violently angry.

He retreated from the fight with Rip to go slaughter the blue-eyed boy.

Halfway to his target he was blasted with an all too familiar weapon.

Grandpa stood with his Vilgax-blasting, plumber gun; behind him were the four other plumbers and Cooper.

The six had apparently flown up to Vilgax's ship via jetpacks.

Cooper ran over to the dismantled controls.

With the averaged intelligence of Grey Matter and Brainstorm, Cooper went to work with whatever wires there were inside the broken machinery.

"Hey Coop," Ben yelled, "not to be a burden… but I could use your help over here!"

Cooper ignored Ben's cries for help; the lights flickered off then returned.

Ben managed to free himself when the power had been off.

"Thanks, Cooper," Ben apologized.

"Yeah," Cooper said, still working at the cables and circuitry.

Vilgax returned, rejuvenated and angrier than ever.

Ben grinned grimly, "You want me? Vill-E? Come an get me."

Vilgax, foam practically running down his chin, charged towards Ben 10.

Heavy Metal met Vilgax in a death grip.

Heavy put all his might into keeping Vilgax from driving him backward.

Vilgax grew frustrated; he reached for Heavy's faceplate, but Heavy dodged his claws.

A Mack truck-Heavy Metal drove Vilgax backward, but the villain kept his stance.

There was the odor of burning rubber; Vilgax was pushing Heavy-truck back.

Green light flashed; Vilgax stumbled forward, stumbling over Grey.

Star Fire rocketed into Vilgax; the two went flying out of the ship.

The plumbers and Cooper flew out of Vilgax's ship, after the two.

The infamous Chimera Sui Generis went rocketing to the ground, crash-landing in thick forest.

***

When Vilgax continued having troubles capturing Ben, he decided to try a different approach.

He ran to the plumbers, who scattered.

Vilgax took Todd in his clutches, threatening to kill the boy.

He demanded Grandpa and his plumber-friends to stay back, but offered Ben to trade the omnitrix for his lover's safety.

"Alright Vilgax, you win," Ben said, surrendering.

The Chimera Sui Generis threw Todd aside, now taking Ben in the grasp of his claws.

"How noble…" Vilgax mocked.

"Ben!" Todd cried, as the two disappeared into the ship.

"Vilgax, no! Don't go back in there!" Grandpa warned.

Despite Grandpa's warning, Vilgax's ship rocketed away.

"Foolish earthling," Vilgax muttered to himself, "why would I-"

Red light flashed, yet it wasn't the familiar flash of red.

The red flashes came from Vilgax's ship; they were warning flashes.

The voice of a monotone woman came from all directions, simply warning that the ship would self-destruct.

"_The autodestruct launch sequence has been initiated_!" Vilgax roared.

He threw Ben to the floor, then rushed over to the controls in some attempt to stop the self destruct, only to remember he'd destroyed them earlier.

Vilgax grunted in frustration and agony when he was struck in the back of the head.

He turned to see Benum, who began webbing him to the wall.

Vilgax struggled to free himself from the wall he'd been glued to, and Benum waved "goodbye."

"Sssee ya," Benum had started, "wouldn't want to be ya," Heavy Metal finished.

***

As a jet he propelled himself away from the soon-to-explode ship, and Vilgax.

Vilgax had supposedly torn away from Benum's webbing, and jumped onto Jet-Heavy.

The jet struggled to stay afloat; "you're becoming quite the nuisance, Ben Tennyson!" the Chimera Sui Generis screamed.

Vilgax, groping in pain and anger, tore at the jet's right wing.

With much force he broke the wing; it hung uselessly blowing in the wind.

Heavy Metal growled in pain, yet managed to fly higher.

When above Vilgax, green light flashed; Stitch dropkicked Vilgax back into his own ship.

Vilgax's ship exploded, Stitch fell past the epic sight.

Green light flashed.

Unable to fly with a broken arm, as Star Fire, he continued to rocket to the ground.

An instance before becoming liquid as Goop, a bandaged hand wrapped around Ben.

"Thep?" Ben said in a daze, "you can fly?"

Thep had used Bo's persistence to fly at his own advantage.

A Thep Khufan was so light; Bo flew the mummy-alien around like a boat pulls a water-skier, except through the sky instead of on a lake.

Ben, assured of his safety, and Vilgax's defeat, fell unconscious in Thep's arms.

***

Ben awoke to rapping knuckles on his chest; he lies on a floor of the plumber base.

Todd had been kneeling next to him, making sure he'd wake up.

"Oh good, you're up," Todd looked very relieved, "**he's awake, everyone**."

Marcus had just sucked the frozen Polymorph and his UFO-like machine into his Null Void projection.

"Ben," Grandpa said, walking over to him, "are you alright?"

"Yeah, I think so…" he tried getting up; "ouch," Ben groaned.

"Watch your arm, sport. I'm afraid it's broken," Grandpa warned. "Slick's getting the standard-issue plumber's first aide kit."

Slick doctored Ben up, successfully putting Ben's broken arm in a splint.

Todd helped Ben to his feet; Ben looked around the room, the number of plumbers had at least quadrupled.

"Where are Bo, Six Six, Glop… and Vilgax?" Ben asked confused.

"Bo, Glop an Six Six are _chilling _in the Null Void," Rip answered.

"As for Vilgax," Thep began, "you destroyed him, Ben. Don't you remember?"

Ben shook his head, then said, "Yeah," in contradiction.

"You," Ben said to Thep, "you saved my life, didn't you?"

"Yeah," Thep laughed, blushing, "…I guess I did."

He walked through the crowd of plumbers, both human and alien, unsure where he was being led.

Ben was congratulated by a number of plumbers; one even gave him a Vulpimancer pup.

Grandpa let him keep it as a pet… without much reluctance.

Ben, who was holding the Vulpimancer pup, was led right outside of the base, where the Rust bucket sat.

Ben waved "goodbye," to Cooper, Mark, Phil, Rip, Slick, Coop's grandpa, and some other plumbers by accident.

He climbed into the RV; Todd, Thep and Grandpa followed.

Ben grinned and hung an arm around Todd; their new pup licked his face.

The rusty sound of Grandpa starting up his RV, and they were off to travel the world.


End file.
